What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-07 compared with 2024-10-31 · 186 added, 425 removed, 303 unchanged (67% of the section changed)

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Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, expectations regarding cost reductions, and the implementation of our marketing and branding strategies.

In many cases, you can identify forward-looking statements by terms such as “outlook,” “expects,” "intends," "will," "may," "believes," “plans,” “provisional,” “predicts,” “potential,” “estimates,” “should,” “could,” “anticipates,” “likely,” “commit,” “guidance,” “anticipate,” “incremental,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “objective,” “project,” or the negative of these terms or other comparable terminology.

In many cases, you can identify forward-looking statements by terms such as “expects,” “outlook,” "intends," "will," "may," "believes," “pro forma,” “plans,” “predicts,” “potential,” “estimates,” “intends,” “should,” “could,” “anticipates,” “likely,” “commit,” “guidance,” “anticipate,” “incremental,” “provisional,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “objective,” “project,” or the negative of these terms or other comparable terminology.

The forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions and are subject to risks, uncertainties and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement.

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A significant portion of our revenue is generated through transaction-based fees that we charge to our customers.

For Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our global distribution system ("GDS"), and from our IT solutions through recurring usage-based fees for the use of our Software-as-a-Service ("SaaS") and hosted systems, as well as upfront fees and professional services fees.

For Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our GDS, and from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

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The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth.

We have experienced continued material headwinds within our consolidated financial results for 2023 and through the third quarter of 2024.

Recent industry air distribution volume growth has leveled off, which may continue into the future and could impact our rate of growth.

Passengers boarded for IT solutions has been negatively impacted by recent customer de-migrations, which has been partially offset by customer growth.

During the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition our business and structurally reduce our cost base.

As a result of this cost reduction plan, we incurred restructuring costs beginning in the second quarter of 2023 associated with our workforce.

We estimate that these actions will reduce our operating expense on an annual basis by approximately $200 million.

Since the second quarter of 2023, we have incurred costs of $81 million in connection with this busine ss plan, within our consolidated statement of operations.

We do not expect additional restructuring charges associated with these activities to be significant and we expect to be substantially complete with all activities associated with this plan by the end of 2024.

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the payment of approximately $242 million of principal due at maturity under current debt facilities;

Recent industry air distribution volume growth has generally leveled off, which may continue into the future and could impact our rate of growth.

Passengers boarded for IT solutions has been negatively impacted by de-migrations from carriers who de-migrated prior to 2024;

however, we expect revenue growth for IT solutions beginning in the third quarter of 2025 following the anniversary of the impact of these de-migrations on our revenue.

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $217 million of principal due at maturity under current debt facilities;

however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

See “—Recent Events Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.” During 2023 and the first quarter of 2024, we refinanced portions of our debt which resulted in higher interest rates than prior years, increasing our current and future interest expense.

See “—Recent Events Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.” During 2023 and 2024, we refinanced portions of our debt which resulted in higher interest rates than prior years, increasing our current and future interest expense.

Currently approximately 48% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.

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See “Risk Factors—We are exposed to interest rate fluctuations.”

Agreement to sell Hospitality Solutions Business

On April 27, 2025, we entered into a definitive purchase agreement for the Hospitality Solutions Sale.

The purchase price for the transaction is approximately $1.1 billion in cash, and we are currently evaluating the impact of the sale to our financial statements.

The Hospitality Solutions Sale is expected to close by the end of the third quarter of 2025, subject to customary closing conditions and regulatory approvals.

Following closing of the Hospitality Solutions Sale, we expect to use the net proceeds of approximately $960 million (net of estimated taxes, fees and customary closing working capital adjustments) primarily to repay our outstanding indebtedness.

See "Liquidity and Capital Resources— Capital Resources".

As a result of the Hospitality Solutions Sale, we expect our Hospitality Solutions segment to be presented as a discontinued operation in the second quarter of fiscal 2025.

Following the closing of the Hospitality Solutions Sale, we expect to manage and report our business in one reportable segment.

In addition to the purchase agreement described above, the parties expect to enter into a transition services agreement, pursuant to which Sabre will provide certain services following closing to assist in the transition of the Hospitality Solutions business.

Factors Affecting our Results

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The technology costs excluded from Cost of revenue, excluding technology costs, are presented separately below.

Corporate cost of revenue, excluding technology costs, includes certain expenses such as stock-based compensation, restructuring charges and other corporate related items including labor and professional services that are not identifiable with either of our segments.

Corporate cost of revenue, excluding technology costs primarily includes costs such as stock-based compensation and restructuring charges (in applicable periods) that are not allocated to our segments.

Depreciation and amortization included in cost of revenue, excluding technology costs, is associated with capitalized implementation costs and intangible assets associated with contracts, supplier and distributor agreements purchased through acquisitions.

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Technology costs are less variable in nature and therefore may not correlate with related changes in revenue.

Corporate technology costs include certain expenses such as stock-based compensation, restructuring charges and other corporate related items including labor and professional services that are not identifiable with either of our segments.

Corporate technology costs include certain expenses such as stock-based compensation, restructuring charges (in applicable periods) and other corporate related items including labor and professional services that are not identifiable with either of our segments.

Depreciation and amortization included in technology costs is associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets for technology purchased through acquisitions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, non-recoverable taxes, digital services taxes ("DST"), other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.

Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 13 years as of September 30, 2024 for trademarks and brand names.

Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, non-recoverable taxes, indirect taxes, other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.

Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 12 years as of March 31, 2025 for trademarks and brand names.

Intersegment Transactions

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The following table sets forth these key metrics for the periods indicated (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 % Change 2024 2023 % Change

Three Months Ended March 31,

2025 2024 % Change

Travel Solutions

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Definitions of Non-GAAP Financial Measures

We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in this Quarterly Report on Form 10-Q, including Adjusted Operating Income , Adjusted Net Loss from continuing operations (“Adjusted Net Loss”), Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures.

We define Adjusted Operating Income as operating income (loss) adjusted for equity method income, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, indirect tax matters and stock-based compensation.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for (income) loss from discontinued operations, net of tax, net income (loss) attributable to noncontrolling interests, preferred stock dividends, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, net, other, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation, and the tax impact of adjustments.

We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in this Quarterly Report on Form 10-Q, including Adjusted Net Loss from continuing operations (“Adjusted Net Loss”), Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for net income (loss) attributable to noncontrolling interests, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, other, net, acquisition-related costs, indirect tax matters, stock-based compensation, and the tax impact of adjustments.

We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, restructuring and other costs,

interest expense, net, other, net, loss on extinguishment of debt, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation and the remaining provision for income taxes.

interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, indirect tax matters, stock-based compensation and the (benefit) provision for income taxes.

We define Free Cash Flow as cash used in operating activities less cash used in additions to property and equipment.

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We believe that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our ability to service debt obligations, fund capital expenditures, fund our investments in technology transformation, and meet working capital requirements.

We also believe that Adjusted Operating Income, Adjusted Net Loss and Adjusted EBITDA assist investors in company-to-company and period-to-period comparisons by excluding differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense.

We also believe that Adjusted Net Loss and Adjusted EBITDA assist investors in company-to-company and period-to-period comparisons by excluding differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense.

In addition, amounts derived from Adjusted EBITDA are a primary component of certain covenants under our senior secured credit facilities.

Adjusted Operating Income, Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures are not recognized terms under GAAP.

Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures are not recognized terms under GAAP.

These non-GAAP financial measures and ratios based on them are unaudited and have important limitations as analytical tools, and should not be viewed in isolation and do not purport to be alternatives to net income as indicators of operating performance or cash flows from operating activities as measures of liquidity.

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• Adjusted EBITDA does not reflect amortization of capitalized implementation costs associated with our revenue contracts, which may require future working capital or cash needs in the future;

• Adjusted Operating Income, Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

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• Free Cash Flow removes the impact of accrual-basis accounting on asset accounts and non-debt liability accounts, and does not reflect the cash requirements necessary to service the principal payments on our indebtedness;

• other companies, including companies in our industry, may calculate Adjusted Operating Income, Adjusted Net Loss, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures.

The following table sets forth the reconciliation of Net loss attributable to common stockholders to Adjusted Net Loss from continuing operations, Operating Income to Adjusted Operating Income, and Loss from continuing operations to Adjusted EBITDA (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net loss attributable to common stockholders $ (62,818) $ (211,848) $ (204,061) $ (445,406)

Loss from discontinued operations, net of tax — 116 — 517

Net (loss) income attributable to noncontrolling interests (1)

(315) 379 338 (522)

Preferred stock dividends — 3,564 — 14,257

Loss from continuing operations (63,133) (207,789) (203,723) (431,154)

• other companies, including companies in our industry, may calculate Adjusted Net Loss, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures.

The following table sets forth the reconciliation of Net loss attributable to common stockholders to Adjusted Net Loss from continuing operations and Loss from continuing operations to Adjusted EBITDA (in thousands):

Three Months Ended March 31,

Net income (loss) attributable to common stockholders $ 35,335 $ (71,483)

Net income attributable to noncontrolling interests (1)

Income (loss) from continuing operations 35,548 (71,105)

Acquisition-related amortization (2a)

9,511 10,176 28,753 30,043

Restructuring and other costs (4)

(648) 3,909 9,791 62,962

Loss on extinguishment of debt, net — 121,120 37,994 108,577

Loss on extinguishment of debt — 37,994

Other, net (3)

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Acquisition-related costs (5)

1,713 270 2,576 1,658

Litigation costs, net (6)

487 1,068 491 1,301

Indirect tax matters (6)

11,138 2,451 18,844 11,451

Stock-based compensation 13,662 13,905

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Adjusted Net Loss from continuing operations per share $ — $ (0.02)

Diluted weighted-average common shares outstanding 385,729 345,128 383,013 335,460

Operating income $ 70,127 $ 52,201 $ 229,067 $ 9,805

Equity method income 430 512 1,859 1,394

Acquisition-related amortization (2a)

9,511 10,176 28,753 30,043

Restructuring and other costs (4)

(648) 3,909 9,791 62,962

Acquisition-related costs (5)

1,713 270 2,576 1,658

Litigation costs, net (6)

487 1,068 491 1,301

Indirect tax matters (7)

Adjusted diluted weighted-average common shares outstanding (8)

386,271 379,774

Stock-based compensation 14,641 13,094 40,776 38,837

Adjusted Operating Income $ 107,399 $ 83,681 $ 332,157 $ 157,451

Loss from continuing operations $ (63,133) $ (207,789) $ (203,723) $ (431,154)

Income (loss) from continuing operations $ 35,548 $ (71,105)

Depreciation and amortization of property and equipment (2b)

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Amortization of capitalized implementation costs (2c)

4,522 4,488 13,923 18,452

Acquisition-related amortization (2a)

9,511 10,176 28,753 30,043

Restructuring and other costs (4)

(648) 3,909 9,791 62,962

Interest expense, net 129,353 124,747

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(3,776) 4,477

Loss on extinguishment of debt, net — 121,120 37,994 108,577

Acquisition-related costs (5)

1,713 270 2,576 1,658

Litigation costs, net (6)

487 1,068 491 1,301

Indirect tax matters (7)

11,138 2,451 18,844 11,451

Stock-based compensation 14,641 13,094 40,776 38,837

Provision for income taxes 6,900 8,462 14,598 16,570

Adjusted EBITDA $ 130,619 $ 110,168 $ 401,619 $ 241,279

The following tables set forth the reconciliation of Adjusted Operating Income (Loss) to Operating income (loss) in our statement of operations and Adjusted EBITDA to Loss from continuing operations in our statement of operations by business segment (in thousands):

Three Months Ended September 30, 2024

Travel Solutions Hospitality Solutions Corporate Total

Adjusted Operating Income (Loss) $ 161,466 $ 5,901 $ (59,968) $ 107,399

Equity method income 430 — — 430

Acquisition-related amortization (2a)

— — 9,511 9,511

Restructuring and other costs (4)

— — (648) (648)

Loss on extinguishment of debt — 37,994

Acquisition-related costs (5)

— — 1,713 1,713

Litigation costs, net (6)

Indirect tax matters (6)

— — 11,138 11,138

Stock-based compensation 13,662 13,905

Operating income (loss) $ 161,036 $ 5,901 $ (96,810) $ 70,127

(Benefit) provision for income taxes (57,062) 2,932

Adjusted EBITDA $ 149,581 $ 142,306

Depreciation and amortization of property and equipment (2b)

15,251 3,242 205 18,698

Amortization of capitalized implementation costs (2c)

3,029 1,493 — 4,522

Acquisition-related amortization (2a)

— — 9,511 9,511

Restructuring and other costs (4)

— — (648) (648)

Acquisition-related costs (5)

— — 1,713 1,713

Litigation costs, net (6)

Indirect tax matters (7)

— — 11,138 11,138

Stock-based compensation — — 14,641 14,641

Equity method income 430 — — 430

Operating income (loss) $ 161,036 $ 5,901 $ (96,810) $ 70,127

Interest expense, net (127,669)

Other, net (3)

Equity method income 430

Provision for income taxes (6,900)

Loss from continuing operations $ (63,133)

Three Months Ended September 30, 2023

The following tables set forth the reconciliation of Adjusted EBITDA to Loss from continuing operations in our statement of operations by business segment (in thousands):

Three Months Ended March 31, 2025

Travel Solutions Hospitality Solutions Corporate Total

Adjusted Operating Income (Loss) $ 142,089 $ 107 $ (58,515) $ 83,681

Equity method income 512 — — 512

Acquisition-related amortization (2a)

— — 10,176 10,176

Restructuring and other costs (4)

— — 3,909 3,909

Acquisition-related costs (5)

Litigation costs, net (6)

— — 1,068 1,068

Indirect tax matters (7)

— — 2,451 2,451

Stock-based compensation — — 13,094 13,094

Operating income (loss) $ 141,577 $ 107 $ (89,483) $ 52,201

Adjusted EBITDA $ 184,429 $ 11,456 $ (46,304) $ 149,581

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— — 8,791 8,791

Restructuring and other costs (4)

— — 3,909 3,909

Acquisition-related costs (5)

Litigation costs, net (6)

— — 1,796 1,796

Indirect tax matters (6)

— — 2,451 2,451

Stock-based compensation — — 13,662 13,662

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Other, net (3)

Loss on extinguishment of debt (121,120)

Equity method income 665

Provision for income taxes (8,462)

Loss from continuing operations $ (207,789)

Nine Months Ended September 30, 2024

Benefit for income taxes 57,062

Income from continuing operations $ 35,548

Three Months Ended March 31, 2024

Travel Solutions Hospitality Solutions Corporate Total

Adjusted Operating Income (Loss) $ 494,892 $ 13,718 $ (176,453) $ 332,157

Equity method income 1,859 — — 1,859

Acquisition-related amortization (2a)

— — 28,753 28,753

Restructuring and other costs (4)

— — 9,791 9,791

Acquisition-related costs (5)

— — 2,576 2,576

Litigation costs, net (6)

Indirect tax matters (7)

— — 18,844 18,844

Stock-based compensation — — 40,776 40,776

Operating income (loss) $ 493,033 $ 13,718 $ (277,684) $ 229,067

Adjusted EBITDA $ 188,309 $ 8,271 $ (54,274) $ 142,306

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Acquisition-related costs (5)

— — 2,576 2,576

Litigation costs, net (6)

Indirect tax matters (7)

— — 18,844 18,844

Stock-based compensation — — 13,905 13,905

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Loss from continuing operations $ (71,105)

Nine Months Ended September 30, 2023

Travel Solutions Hospitality Solutions Corporate Total

Adjusted Operating Income (Loss) $ 348,560 $ (10,424) $ (180,685) $ 157,451

Equity method income 1,394 — — 1,394

Acquisition-related amortization (2a)

— — 30,043 30,043

Restructuring and other costs (4)

— — 62,962 62,962

Acquisition-related costs (5)

— — 1,658 1,658

Litigation costs, net (6)

— — 1,301 1,301

Indirect tax matters (7)

— — 11,451 11,451

Stock-based compensation — — 38,837 38,837

Operating income (loss) $ 347,166 $ (10,424) $ (326,937) $ 9,805

Adjusted EBITDA $ 413,489 $ 7,861 $ (180,071) $ 241,279

Depreciation and amortization of property and equipment (2b)

50,677 14,085 614 65,376

Amortization of capitalized implementation costs (2c)

14,252 4,200 — 18,452

Acquisition-related amortization (2a)

— — 30,043 30,043

Restructuring and other costs (4)

— — 62,962 62,962

Acquisition-related costs (5)

— — 1,658 1,658

Litigation costs, net (6)

— — 1,301 1,301

Indirect tax matters (7)

— — 11,451 11,451

Stock-based compensation — — 38,837 38,837

Equity method income 1,394 — — 1,394

Operating income (loss) $ 347,166 $ (10,424) $ (326,937) $ 9,805

Interest expense, net (325,290)

Other, net (3)

Loss on extinguishment of debt, net (108,577)

Equity method income 1,394

Provision for income taxes (16,570)

Loss from continuing operations $ (431,154)

The following tables present information from our statements of cash flows and set forth the reconciliation of Free Cash Flow to cash used in operating activities, the most directly comparable GAAP measure (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash used in operating activities $ (80,603) $ (68,090)

Cash used in investing activities (8,250) (27,676)

Cash provided by (used in) financing activities 46,049 (72,518)

Nine Months Ended September 30,

Cash provided by financing activities 13,208 77,908

Three Months Ended March 31,

Cash used in operating activities $ (80,603) $ (68,090)

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______________________________

(1) Net income attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S.

(1) Net income (loss) attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S.

of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40%, (iv) Sabre Bulgaria of 4 0%, and (v) FERMR Holdings Limited (the direct parent of Conferma Limited) of 19%.

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(c) Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.

(3) Other, net includes non-operating gains recognized in 2023 and the impacts of realized and unrealized gains and losses from our investments in securities in all periods presented.

(3) Other, net includes a gain on the sale of assets of $5 million recognized in the current year period and a fair value loss from our investments in securities of $3 million recognized in the prior year period.

In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.

(4) Restructuring and other costs in 2024 primarily represents charges and adjustments to charges associated with our cost reduction plan we began implementing in the second quarter of 2023.

Restructuring Activities to our consolidated financial statements.

(4) Restructuring and other costs primarily represents adjustments to charges associated with the cost reduction plan we began implementing in the second quarter of 2023.

(5) Acquisition-related costs represent fees and expenses incurred associated with acquisition and disposition-related activities.

(6) Litigation costs, net represent charges associated with antitrust litigation.

Non-income tax litigation matters have been reclassified to the Indirect tax matters line for all periods presented.

(7) Indirect tax matters represents charges associated with certain DST related to historical periods and certain foreign non-income tax litigation matters.

(6) Indirect tax matters represents charges associated with certain digital services taxes ("DST") related to historical periods, which may ultimately be settled in cash, and certain foreign non-income tax litigation matters.

See detailed disclosures regarding these matters included in the Liquidity and Capital Resources and Risk Factors sections as well as Note 12.

Contingencies, to our consolidated financial statements.

(7) The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, valuation allowances and other items.

(8) The adjusted diluted weighted-average common shares outstanding calculation excludes 12 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2025, as their effect would be anti-dilutive given the adjusted net loss from continuing operations incurred in the period.

Results of Operations

The following table sets forth our consolidated statements of operations data for each of the periods presented:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(Amounts in thousands) (Amounts in thousands)

Three Months Ended March 31,

(Amounts in thousands)

Revenue $ 776,617 $ 782,886

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Interest expense, net (129,353) (124,747)

Loss on extinguishment of debt, net — (121,120) (37,994) (108,577)

Loss on extinguishment of debt — (37,994)

Equity method income 665 960

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Loss from continuing operations before income taxes (21,514) (68,173)

Provision for income taxes 6,900 8,462 14,598 16,570

(Benefit) provision for income taxes (57,062) 2,932

Loss from continuing operations $ 35,548 $ (71,105)

Three Months Ended September 30, 2024 and 2023

Three Months Ended September 30,

Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31,

2025 2024 Change

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Total revenue $ 776,617 $ 782,886 $ (6,269) (1) %

Travel Solutions— Revenue increased $19 million, or 3%, for the three months ended September 30, 2024 compared to the same period in the prior year, primarily due to:

• a $26 million, or 5% increase in transaction-based distribution revenue primarily due to a 4% increase in direct billable bookings to 93 million and favorable rate impacts from travel supplier mix;

partially offset by,

• a $7 million, or 5% decrease in IT solutions revenue driven by the impact of de-migrations, partially offset by the growth in passengers boarded from existing partners and other revenue.

Hospitality Solutions — Revenue increased $5 million, or 7%, for the three months ended September 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $6 million increase in SynXis Software and Services revenue due to a favorable mix within our customer base and an increase in transaction volumes of 2% to 35 million driven by new customer deployments.

Travel Solutions— Revenue decreased $12 million, or 2%, for the three months ended March 31, 2025 compared to the same period in the prior year, primarily due to:

• a $3 million, or 1% decrease in transaction-based distribution revenue primarily due to a 2% decrease in direct billable bookings to 96 million, partially offset by favorable rate impacts;

• an $8 million, or 6% decrease in IT solutions revenue driven by the impact of de-migrations from carriers who de-migrated prior to 2024.

We expect revenue growth for IT solutions beginning in the third quarter of 2025 following the anniversary of the impact of these de-migrations on our revenue.

Hospitality Solutions — Revenue increased $6 million, or 8%, for the three months ended March 31, 2025 compared to the same period in the prior year.

The increase was primarily driven by a $5 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 6% to 31 million driven by growth in our existing customer base as well as new customer deployments and a favorable mix within our customer base.

Cost of revenue, excluding technology costs

Three Months Ended September 30,

2024 2023 Change

(Amounts in thousands)

Travel Solutions $ 290,427 $ 260,387 $ 30,040 12 %

Hospitality Solutions 36,768 37,616 (848) (2) %

Corporate 760 1,306 (546) (42) %

Depreciation and amortization 4,885 4,859 26 1 %

Eliminations (10,583) (10,048) (535) 5 %

Total cost of revenue, excluding technology costs $ 322,257 $ 294,120 $ 28,137 10 %

Travel Solutions— Cost of revenue, excluding technology costs, increased $30 million, or 12%, for the three months ended September 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $27 million increase in incentive consideration due to higher transaction volume and an increase in rates due to travel agency mix and a $3 million increase in labor and professional services costs driven by the growth of our business.

Hospitality Solutions— Cost of revenue, excluding technology costs, decreased $1 million, or 2% for the three months ended September 30, 2024 compared to the same period in the prior year primarily due to favorable revenue mix.

Corporate— Cost of revenue, excluding technology costs, decreased $1 million, or 42%, for the three months ended September 30, 2024 compared to the same period in the prior year primarily due to a decrease in labor and professional services costs driven by our cost reduction plan.

Technology Costs

Three Months Ended September 30,

2024 2023 Change

(Amounts in thousands)

Travel Solutions $ 177,170 $ 208,696 $ (31,526) (15) %

Hospitality Solutions 27,273 27,346 (73) — %

Corporate 6,841 7,362 (521) (7) %

Total technology costs $ 211,284 $ 243,404 $ (32,120) (13) %

Travel Solutions— Technology costs decreased $32 million, or 15% for the three months ended September 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $19 million decrease in technology costs due to cost savings related to our cloud migrations, an $11 million decrease in labor and professional services driven by our cost reduction plan and a decrease in depreciation and amortization of $2 million primarily due to the completion of amortization of certain capitalized internal use software.

Corporate— Technology costs decreased $1 million, or 7%, for the three months ended September 30, 2024 compared to the same period in the prior year due to a $1 million decrease in restructuring costs associated with our cost reduction plan.

Selling, General and Administrative Expenses

Three Months Ended September 30,

2024 2023 Change

(Amounts in thousands)

Travel Solutions $ 59,546 $ 58,100 $ 1,446 2 %

Hospitality Solutions 12,556 12,085 471 4 %

Corporate 88,944 80,551 8,393 10 %

Total selling, general and administrative expenses $ 161,046 $ 150,736 $ 10,310 7 %

Travel Solutions— Selling, general and administrative expenses increased $1 million, or 2%, for the three months ended September 30, 2024 compared to the same period in the prior year due to a $5 million increase in labor and professional services, offset by a $2 million decrease in the provision for credit losses and a $1 million decrease in other ongoing business expenses.

Corporate— Selling, general and administrative expenses increased $8 million, or 10%, for the three months ended September 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $9 million increase in indirect taxes.

Interest expense, net

Three Months Ended September 30,

2024 2023 Change

(Amounts in thousands)

Interest expense, net $ 127,669 $ 119,372 $ 8,297 7 %

Interest expense increased $8 million, or 7%, during the three months ended September 30, 2024 compared to the same period in the prior year primarily due to additional interest incurred in connection with the financing activities that have occurred since the prior year period.

Debt for further details regarding these debt transactions.

Loss on extinguishment of debt, net

We recognized a loss on extinguishment of debt of $121 million for the three months ended September 30, 2023 as a result of the financing activity that occurred in the third quarter of 2023.

Debt for further details.

Three Months Ended September 30,

2024 2023 Change

(Amounts in thousands)

Other, net $ (879) $ 11,548 $ (12,427) (108) %

Other, net decreased $12 million for the three months ended September 30, 2024 compared to the same period in the prior year primarily due to changes in realized and unrealized gains and losses from our investments in securities from a loss of $14 million in the prior year period to a gain of $2 million in the current year period, offset by a $3 million increase due to realized and unrealized foreign currency exchange losses in the current period.

Fair Value Measurements for further details regarding our investments in securities.

Provision for Income Taxes

Three Months Ended September 30,

2024 2023 Change

(Amounts in thousands)

Provision for income taxes $ 6,900 $ 8,462 $ (1,562) (18) %

For the three months ended September 30, 2024, we recognized $7 million of income tax expense, representing an effective tax rate of less than 1%, compared to an income tax expense of $8 million, representing an effective tax rate of less than 1% for the three months ended September 30, 2023.

The effective tax rate decreased for the three months ended September 30, 2024 as compared to the same period in 2023 primarily due to the change in the geographic mix of taxable income and various discrete items recorded in each of the respective three month periods.

The difference between our effective tax rates and the U.S.

federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

Nine Months Ended September 30, 2024 and 2023

Nine Months Ended September 30,

Three Months Ended March 31,

2025 2024 Change

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Hospitality Solutions 37,539 36,559 980 3 %

Total segment revenue 2,346,037 2,249,195 96,842 4 %

Eliminations (10,718) (9,566) (1,152) 12 %

Total revenue $ 2,314,841 $ 2,220,685 $ 94,156 4 %

Travel Solutions— Revenue increased $80 million, or 4%, for the nine months ended September 30, 2024 compared to the same period in the prior year, primarily due to:

• a $93 million, or 6%, increase in transaction-based distribution revenue due to favorable rate impacts from improved international and corporate bookings and a 2% increase in direct billable bookings to 282 million;

partially offset by,

• a $13 million or 3%, decrease in IT solutions revenue driven by a $33 million decline in revenue from customers that have de-migrated from our systems, including the impact of termination fees from a certain carrier in the prior year and a $3 million decrease in other revenue.

This decrease was partially offset by an increase of $14 million due to volume growth, excluding the impact of customers that have de-migrated, a $5 million increase in license fee revenue, and a $4 million increase in revenue recognized due to changes in facts and circumstances associated with certain carriers.

Hospitality Solutions— Revenue increased $17 million, or 7%, for the nine months ended September 30, 2024 compared to the same period in the p rior year.

The increase was primarily driven by a $19 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 4% to 97 million driven by new customer deployments, and a favorable mix within our customer base.

Cost of revenue, excluding technology costs

Nine Months Ended September 30,

2024 2023 Change

(Amounts in thousands)

Travel Solutions $ 867,703 $ 798,404 $ 69,299 9 %

Hospitality Solutions 111,160 111,809 (649) (1) %

Total segment cost of revenue, excluding technology costs 328,393 315,843 12,550 4 %

Corporate 650 47 603 1,283 %

Depreciation and amortization 4,667 5,204 (537) (10) %

Eliminations (31,196) (28,509) (2,687) 9 %

Total cost of revenue, excluding technology costs $ 333,710 $ 321,094 $ 12,616 4 %

Travel Solutions— Cost of revenue, excluding technology costs , increased $69 million, or 9%, fo r the nine months ended September 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $71 million increase in incentive consideration due to an increase in rates as well as higher transaction volume.

This increase was partially offset by a $4 million decrease in labor and professional services costs primarily due to our cost reduction plan.

Hospitality Solutions— Cost of revenue, excluding technology costs, decreased $1 million for the nine months ended September 30, 2024 compared to the same period in the prior year.

A $1 million decrease in labor and professional services costs driven by our cost reduction plan was partially offset by i ncreased costs associated with increased transaction volumes and the mix of our revenue transactions.

Corporate— Cost of revenue, excluding technology costs , decreased $15 million, or 87%, for the nine months ended September 30, 2024 primarily due to a $12 million restructuring charge associated with the reduction of our workforce recognized in the previous year and a $3 million decrease in labor and professional services driven by our cost reduction plan.

Depreciation and Amortization— Cost of revenue, excluding technolo gy costs, decreased $4 million, or 21%, for the nine months ended September 30, 2024 primarily due to the acceleration of amortization of certain customer implementation costs in the prior year, in connection with a customer de-migrating from our systems.

Travel Solutions— Cost of revenue, excluding technology costs, increased $13 million, or 4%, for the three months ended March 31, 2025 compared to the same period in the prior year driven by a $13 million increase in incentive consideration primarily due to an increase in rates and transaction mix.

Hospitality Solutions— Cost of revenue, excluding technology costs, increased $1 million, or 3% for the three months ended March 31, 2025 compared to the same period in the prior year due to an increase in costs associated with increased transaction volumes and the mix of our revenue transactions.

Technology Costs

Nine Months Ended September 30,

Three Months Ended March 31,

2025 2024 Change

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Hospitality Solutions 24,691 23,227 1,464 6 %

Total segment technology costs 179,281 200,147 (20,866) (10) %

Corporate 4,811 6,828 (2,017) (30) %

Depreciation and amortization 12,135 15,316 $ (3,181) (21) %

Total technology costs $ 196,227 $ 222,291 $ (26,064) (12) %

Travel Solutions— Technology costs decreased $125 million, or 19%, for the nine months ended September 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $67 million decrease in labor and professional services driven by our cost reduction plan, a $52 million decrease in technology costs due to cost savings related to our cloud migrations and a $7 million decrease in depreciation and amortization primarily due to the completion of amortization of certain capitalized internal use software.

Hospitality Solutions— Technology costs decreased $6 million, or 8%, for the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to a $6 million decrease in labor and professional services driven by

our cost reduction plan, and a $4 million decrease in depreciation and amortization primarily due to the completion of amortization of certain capitalized internal use software.

This decrease was partially offset by a $4 million increase in technology costs to support growth in the business.

Corporate— Technology costs decreased $15 million, or 32% , for the nine months ended September 30, 2024 compared to the same period in the prior year due to a $12 million decrease in restructuring costs associated with our cost reduction plan, a $2 million decrease in labor and professional services driven by our cost reduction plan and a $1 million decrease in stock-based compensation primarily due to forfeitures of unvested shares.

Travel Solutions— Technology costs decreased $22 million, or 13% for the three months ended March 31, 2025 compared to the same period in the prior year.

The decrease was primarily driven by an $11 million decrease in technology costs due to

savings related to our cloud migrations and a $12 million decrease in labor and professional services driven by the cost reduction plan we implemented in prior periods.

Hospitality Solutions— Technology costs increased $1 million, or 6%, for the three months ended March 31, 2025 compared to the same period in the prior year due to a $1 million increase in labor and professional services to support growth in the business.

Corporate— Technology costs decreased $2 million, or 30%, for the three months ended March 31, 2025 compared to the same period in the prior year due to a $2 million decrease in labor and professional services costs driven by the cost reduction plan we implemented in prior periods.

Depreciation and Amortization— Technology costs decreased $3 million, or 21%, for the three months ended March 31, 2025 compared to the same period in the prior year primarily due to the completion of amortization of certain capitalized internal use software.

Selling, General and Administrative Expenses

Nine Months Ended September 30,

Three Months Ended March 31,

2025 2024 Change

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Hospitality Solutions 11,523 10,762 761 7 %

Total segment selling, general and administrative expenses 73,723 71,276 2,447 3 %

Corporate 56,575 56,501 74 — %

Depreciation and amortization 12,984 13,640 $ (656) (5) %

Total selling, general and administrative expenses $ 143,282 $ 141,417 $ 1,865 1 %

Travel Solutions— Selling, general and administrative expenses decreased $5 million, or 3%, for the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to a $3 million decrease in legal costs and a $3 million decrease in the provision for credit losses.

Corporate— Selling, general and administrative expenses decreased $21 million, or 8%, for the nine months ended September 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $23 million decrease in restructuring costs associated with our cost reduction plan, a $7 million decrease in labor and professional services driven by our cost reduction plan, and a $2 million decrease in depreciation and amortization.

These decreases were partially offset by a $7 million increase in indirect taxes, and a $3 million increase in stock-based compensation primarily due to forfeitures of unvested shares in the prior year.

Travel Solutions— Selling, general and administrative expenses increased $2 million, or 3%, for the three months ended March 31, 2025 compared to the same period in the prior year due to a $4 million increase in labor and professional services to support our growth initiatives and a $2 million increase in other ongoing business expenses, partially offset by a $5 million decrease in the provision for credit losses.

Hospitality Solutions— Selling, general and administrative expenses increased $1 million or 7%, for the three months ended March 31, 2025 compared to the same period in the prior year primarily due to a $2 million increase in the provision for credit losses, offset by a $1 million decrease in other ongoing business expenses.

Corporate— Selling, general and administrative expenses for the three months ended March 31, 2025 decreased by $8 million primarily due to a decrease in tax expenses as a result of a sales tax refund in 2025 related to prior tax periods, offset by an $8 million increase in labor and professional services primarily due to the reversal of certain employee related accruals and severance cost accruals in the prior year associated with the cost reduction plan we implemented in prior periods.

Interest expense, net

Nine Months Ended September 30,

Three Months Ended March 31,

2025 2024 Change

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Interest expense, net $ (129,353) $ (124,747) $ (4,606) 4 %

Interest expense increased $56 million, or 17% during the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to additional interest incurred in connection with the financing activities that have occurred since the prior year period .

Debt for further details regarding these debt transactions.

Loss on extinguishment of debt, net

We recognized a loss on extinguishment of debt of $38 million du ring the nine months ended September 30, 2024 as a result of the refinancing activity that occurred in the first quarter of 2024 .

We recognized a loss on extinguishment of debt of $109 million during the nine months ended September 30, 2023, including a loss on extinguishment of debt of $121 million as a result of the financing activity that occurred in the third quarter of 2023, partially offset by a gain on extinguishment of debt of $13 million as a result of the financing activity that occurred in the second quarter of 2023.

Interest expense increased $5 million, or 4%, during the three months ended March 31, 2025 compared to the same period in the prior year primarily due to higher interest incurred in connection with our debt.

Debt for further details.

Nine Months Ended September 30,

Loss on extinguishment of debt

We recognized a loss on extinguishment of debt of $38 million for the three months ended March 31, 2024 as a result of the financing activity that occurred in the first quarter of 2024.

Debt for further details.

Three Months Ended March 31,

2025 2024 Change

1 unchanged sentence

Other, net $ 3,776 $ (4,477) $ 8,253 (184) %

Other, net increased $8 million for the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to a $16 million increase due to other non-operating gains recognized in the prior year and a $7 million increase due to realized and unrealized foreign currency exchange losses in the current period.

This increase is partially offset by changes in realized and unrealized gains and losses from our investments in securities from a loss of $10 million in the prior year period to a gain of $3 million in the current year period.

Other, net increased $8 million for the three months ended March 31, 2025 compared to the same period in the prior year primarily due to a gain on the sale of assets of $5 million recognized in the current year period and a fair value loss from our investments in securities of $3 million recognized in the prior year period.

Fair Value Measurements for further details regarding our investments in securities.

Provision for Income Taxes

Nine Months Ended September 30,

(Benefit) provision for Income Taxes

Three Months Ended March 31,

2025 2024 Change

(Amounts in thousands)

Provision for income taxes $ 14,598 $ 16,570 $ (1,972) (12) %

For the nine months ended September 30, 2024, we recognized $15 million of income tax expense, representing an effective tax rate of less than 1%, compared to an income tax expense of $17 million, also representing an effective tax rate of less than 1% for the nine months ended September 30, 2023.

The effective tax rate decreased for the nine months ended September 30, 2024 as compared to the same period in 2023 primarily due to a decrease in valuation allowance recorded in the current period and various discrete items recorded in each of the respective nine month periods.

(Benefit) provision for income taxes $ (57,062) $ 2,932 $ (59,994) (2,046) %

For the three months ended March 31, 2025, we recognized $57 million of income tax benefit, representing an effective tax rate of 265% , compared to an income tax expense of $3 million, representing an effective tax rate of less than 1% for the three months ended March 31, 2024.

The effective tax rate for the three months ended March 31, 2025 represents the rate expected for the year applied to year to date earnings before tax and the impact of certain discrete items in the quarter.

The effective tax rate is impacted by an increase in the valuation allowance due primarily to interest expense limitations, offset by loss utilization .

The difference between our effective tax rates and the U.S.

federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

federal statutory income tax rate primarily results from the impact of changes in the valuation allowance , our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

Liquidity and Capital Resources

Our current principal source of liquidity is our cash and cash equivalents on hand.

As of September 30, 2024 and December 31, 2023, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

March 31, 2025 December 31, 2024

Cash and cash equivalents $ 651,144 $ 724,479

Available undrawn balance under the AR Facility (1)

AR Facility outstanding balance (1)

Outstanding balance under the AR Facility (1)

100,800 82,200

Available under the bilateral letter of credit facility 11,085 8,486

Available undrawn balance under the AR Facility (1)

Outstanding letters of credit under the bilateral letter of credit facility 11,883 12,535

Available under the bilateral letter of credit facility 8,117 7,465

______________________

(1) AR Facility (as defined below) does not include the FILO Facility (as defined below).

As of September 30, 2024, we had $87 million outstanding under the AR Facility.

As of March 31, 2025, we had $101 million outstanding under the AR Facility.

The AR Facility matures on March 29, 2027 and allows us the ability to prepay the principal amount prior to the maturity date without penalty.

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We invest in a money market fund which is classified as cash and cash equivalents in our consolidated balance sheets and statements of cash flows.

We held no short-term investments as of September 30, 2024 and December 31, 2023.

We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of September 30, 2024 and December 31, 2023.

We held no short-term investments as of March 31, 2025 and December 31, 2024.

We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of March 31, 2025 and December 31, 2024.

Liquidity Outlook

We have experienced continued material headwinds within our consolidated financial results for 2023 and through the third quarter of 2024.

We have experienced volume growth that has generally leveled off, which may continue into the future and could impact our rate of growth.

These changes have had, and we believe they will continue to have, a material negative impact on our financial results and liquidity, and this negative impact may continue.

Given the uncertain economic environment, we cannot provide assurance that the assumptions used to estimate our liquidity requirements will be accurate.

However, based on our assumptions and estimates with respect to our financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the payment of approximately $242 million of principal due at maturity under current debt facilities.

During the first quarter of 2024, we refinanced and extended the maturity on approximately $300 million of our debt, which negatively impacted our results due to increasing interest rates, but increased our overall liquidity by approximately $70 million.

In the second quarter of 2023, we began implementing a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base.

However, based on our assumptions and estimates with respect to our financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $217 million of principal due at maturity under current debt facilities.

In 2024, we refinanced and extended the maturity on portions of our debt, which negatively impacted our results due to increasing interest rates and negatively impacted our liquidity due to our utilizing cash from our balance sheet.

In the second

quarter of 2023, we began implementing a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base.

We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds.

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Free cash flow is calculated as cash flow from operations reduced by additions to property and equipment.

We expect the full year 2024 free cash flow to be positive.

We expect the full year 2025 pro forma free cash flow to be greater than $200 million, which we expect to be impacted by normal seasonality on a quarterly basis.

Pro forma free cash flow is calculated to give effect to the sale of the Hospitality Solutions business and the application of the proceeds from the sale against outstanding indebtedness based on management's expectations, as if such transaction and actions had occurred on January 1, 2025.

Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

Our ability to make payments on and to

refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

Our ability to make payments on and to refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

See “Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available.”

We have regularly evaluated and considered, and in the future we will continue to evaluate and consider, strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions, as well as other transactions we believe may create stockholder value or enhance financial performance.

These transactions may require cash expenditures or generate proceeds and, to the extent they require cash expenditures, may be funded through a combination of cash on hand, debt or equity offerings.

While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in 2023 based on our operating and non-operating results along with provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and the annual use of Net Operating Loss (“NOL”) carryforwards, and requires companies to capitalize and amortize research and development costs.

We have regularly evaluated and considered, and in the future we will continue to evaluate and consider, strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions or otherwise, as well as other transactions we believe may create stockholder value or enhance financial performance.

These transactions may require cash expenditures or generate proceeds and, to the extent they require cash expenditures, may be funded through a combination of cash on hand, debt or equity offerings, or asset sales.

While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in 2024 based on our operating and non-operating results pursuant to the provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and the annual use of net operating loss (“NOL”) carryforwards and requires companies to capitalize and amortize research and development costs.

As a result, we expect to be a U.S.

federal cash taxpayer in 2024, and we also expect to benefit from the usage of NOLs in 2024 to the extent available.

federal cash taxpayer in 2025, and we also expect to benefit from the utilization of NOLs and tax credit carryforwards in 2025 to the extent available.

We expect to continue to benefit from our NOLs and certain tax credits in the near-term beyond 2025.

Additionally, several countries, primarily Canada and in Europe, have proposed or adopted DST on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence.

Rates for DST we incur range from 1.5% to 7.5% of revenue earned in these jurisdictions.

Additionally, several countries, primarily Canada and in Europe, have adopted DST on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence.

As DSTs are proposed or enacted in jurisdictions around the world, we monitor such legislation and determine its applicability to our operations in these jurisdictions.

We record DST in selling, general and administrative costs in the consolidated statements of operations.

During the second quarter of 2024, we recorded $8 million of DST related to recently enacted legislation in Canada, of which $6 million was retroactive to periods prior to 2024.

These amounts will become due in the second quarter of 2025.

We are continuing to analyze the ongoing impacts of DST on our business in various jurisdictions and currently expect future DST expense to be lower than current periods, unless additional jurisdictions adopt DST with a retroactive date.

In the third quarter of 2024, we increased our DST reserves further for additional jurisdictions that we believe are applicable;

payment of these amounts may negatively impact our cash flow to the extent we are unable to recover the amounts from our customers, where allowed under our contracts.

Capital Resources

As of September 30, 2024, our outstanding debt totaled $5.0 billion, which is net of debt issuance costs and unamortized discounts of $119 million.

As of March 31, 2025, our outstanding debt totaled $5.1 billion, which is net of debt issuance costs and unamortized discounts of $147 million.

Currently approximately 48% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.

Approximately 28% of our debt is variable, excluding the Senior Secured Term Loan due in 2028, where interest rate pricing is subject to the highest yield to maturity of Sabre GLBL secured debt as defined by the Reference Rate.

See “Risk Factors—We are exposed to interest rate fluctuations." In the future, we may review opportunities to refinance our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.

The global capital markets experienced periods of volatility throughout 2023 and through the third quarter of 2024, in response to the geopolitical conflict, higher rate of inflation, and uncertainty regarding the path of U.S.

monetary policy.

During 2023 and the first quarter of 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.

However, the June 2023 Refinancing (as defined below) provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.

See “Risk Factors—We are exposed to interest rate fluctuations." From time to time, we review and consider opportunities to refinance or repurchase our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.

The global capital markets experienced periods of volatility throughout 2024, which has increased through the first quarter of 2025, in response to the geopolitical conflict, changes in the rate of inflation, and uncertainty regarding the path of U.S.

monetary policy, and more recently through tariff-related policy.

During 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.

However, the 2023 Term Loan Agreement, as defined below, provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.

Subject to market conditions, we may opportunistically refinance portions of our debt in the near term which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher dilution.

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Any such action will depend on market conditions and various other factors existing at that time.

Furthermore, we may be required to pay US Airways' reasonable attorneys' fees and costs related to that antitrust litigation.

Contingencies, to our consolidated financial statements.

Our continued access to capital resources depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings.

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If our credit ratings were to be downgraded, or financing sources were to become more limited or to ascribe higher risk to our rating levels or our industry, our access to capital and the cost of any financing would be negatively impacted.

There is no guarantee that additional debt financing will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding.

There is no guarantee that additional debt financing will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms,

in which case we may need to seek other sources of funding.

In addition, the terms of future debt agreements could include more restrictive covenants than those we are currently subject to, which could restrict our business operations.

For more information, see "Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available."

Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain

investments, and payment of dividends.

Under the Amended and Restated Credit Agreement, dated as of February 19, 2013 (the "Amended and Restated Credit Agreement"), the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends.

In the first quarter of 2023, we entered into the AR Facility of up to $200 million, and in the first quarter of 2024, we increased the overall size of the AR Facility through the FILO Facility, resulting in a Securitization Facility of $235 million (as each of such terms is defined below) .

In June 2023, we entered into the 2023 Term Loan Agreement, which provides for a senior secured term loan of up to $700 million in aggregate principal amount and requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable foreign guarantors meet certain minimum levels.

In June 2023, we entered into a series of transactions including an intercompany secured term loan agreement (the "Pari Passu Loan Agreement") and a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement"), which provides for a senior secured term loan of up to $700 million in aggregate principal amount and requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable foreign guarantors meet certain minimum levels.

The 2023 Term Loan Agreement also includes various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions.

In addition, the 2023 Term Loan Agreement contains customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement.

As of September 30, 2024, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility, the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

As of March 31, 2025, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility (as defined below), the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

We are required to pay down our term loans by an amount equal to 50% of annual excess cash flow, as defined in the Amended and Restated Credit Agreement.

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We are further required to pay down the term loans with proceeds from certain asset sales, net of taxes, or borrowings, that are not otherwise reinvested in the business, as provided in the Amended and Restated Credit Agreement.

Following closing of the Hospitality Solutions Sale, we expect to use the net proceeds primarily to repay our outstanding indebtedness, which we expect would be applied to our 2021 Term Loan B-2, 2022 Term Loan B-1, 2022 Term Loan B-2, and 2024 Term Loan B-1, in accordance with the terms of the Amended and Restated Credit Agreement.

Recent Events Impacting Our Liquidity and Capital Resources

Debt Agreements

On May 16, 2023, Sabre GLBL entered into Amendment No.

5 to the Credit Agreement (the “SOFR Amendment”).

The SOFR Amendment was entered into pursuant to the Amended and Restated Credit Agreement, dated as of February 19, 2013.

The SOFR Amendment provides for the replacement of LIBOR-based rates with a SOFR-based rate for the 2021 Term Loan B-1 and 2021 Term Loan B-2 and amends certain provisions of the Credit Agreement.

The change from LIBOR to SOFR is due to the reference rate reform and the phasing out of LIBOR as a loan benchmark.

The SOFR Amendment did not have a material impact on our financial position or results of operations.

On June 13, 2023, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series of transactions including a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement") and an intercompany secured term loan agreement (the “Pari Passu Loan Agreement”).

The 2023 Term Loan Agreement provides for a senior secured term loan (the “Senior Secured Term Loan Due 2028”) of up to $700 million in aggregate principal amount, subject to Sabre FB using the proceeds from the Senior Secured Term Loan Due 2028 for an intercompany loan to Sabre GLBL.

On June 13, 2023, Sabre FB borrowed the full $700 million amount under the 2023 Term Loan Agreement and lent the funds to Sabre GLBL under the Pari Passu Loan Agreement.

Borrowings under the 2023 Term Loan Agreement are secured by the assets of Sabre FB, including Sabre FB's claims under the Pari Passu Loan Agreement, and assets of certain of our foreign subsidiaries.

Borrowings under the Pari Passu Loan Agreement are secured by first-priority liens on the same collateral securing the indebtedness owing under the Senior Secured Credit Facilities and Sabre GLBL's outstanding Senior Secured Notes.

Sabre GLBL used the proceeds borrowed under the Pari Passu Loan Agreement to repurchase $650 million of its outstanding 9.25% Senior Secured Notes due 2025 (the “June 2023 Refinancing”) and $15 million of its outstanding 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2.

The remaining proceeds, net of a discount of $23 million, were used to pay $13 million in other fees and expenses.

We incurred additional fees of $15 million, plus $10 million of accrued and unpaid interest on the 9.25% Senior Secured Notes, which were funded with cash on hand.

We recognized a net gain on extinguishment of debt in connection with the June 2023 Refinancing during the nine months ended September 30, 2023 of $13 million.

On September 7, 2023, Sabre GLBL completed exchange offers in which approximately $787 million of our 7.375% senior secured notes due 2025 (the “September 2025 Notes”) and approximately $66 million of our 9.25% senior secured notes due 2025 (the “April 2025 Notes”) were exchanged for a combination of cash and approximately $853 million aggregate principal amount of 8.625% senior secured notes due 2027 (the “June 2027 Notes”), issued at par (the “September 2023 Exchange Transaction”).

The June 2027 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee the Senior Secured Credit Facilities and the Secured Term Loan Due 2028.

The June 2027 Notes bear interest at a rate of 8.625% per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2024.

The June 2027 Notes mature on June 1, 2027.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of the April 2025 Notes and the September 2025 Notes that were exchanged.

We incurred additional fees of approximately $133 million, primarily consisting of approximately $115 million in exchange fees, $15 million in underwriting and associated fees and expenses plus $3 million of accrued and unpaid interest, all of which were funded with cash on hand.

We determined that the September 2023 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2023 of $121 million, consisting of $115 million in exchange fees related to the June 2027 Notes and $6 million related to the write-off of unamortized debt issuance costs on the April 2025 Notes and the September 2025 Notes.

On March 7, 2024, Sabre GLBL exchanged approximately $36 million of our September 2025 Notes and approximately $7 million of our April 2025 Notes for approximately $50 million aggregate principal amount of additional June 2027 Notes (the "March 2024 Exchange Transaction").

No additional indebtedness was incurred as a result of the transaction, other than amounts covering exchange fees of approximately $7 million.

Other than the issuance date and issue price, these additional June 2027 notes have the same terms, form a single series with, and are fungible with the June 2027 Notes described above.

Senior Secured Credit Facilities

On November 25, 2024, we entered into a third and fourth amendment to the Amended and Restated Credit Agreement (together, the “Term Loan B Amendments”) to which Sabre GLBL agreed to exchange $775 million of our existing senior secured term loans (the “Existing Term Loans”) for the same amount of new senior secured term loans maturing on November 15, 2029 (the “2024 Term Loans”).

We incurred no additional indebtedness as a result of this refinancing.

The Term Loan B Amendments included the application of the proceeds of a new $700 million and $75 million term loan “B” facility (the “2024 Term Loan B-1” and the ”2024 Term Loan B-2”, respectively), borrowed by Sabre GLBL under the Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $775 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the Term Loan B Amendments.

We incurred third-party fees of approximately $10 million plus $14 million of accrued and unpaid interest, of which $9 million and $14 million were paid in cash, respectively, during the year ending December 31, 2024.

As of March 31, 2025, the unpaid third-party fees are not material.

We determined that the Term Loan B Amendments represent a debt modification and therefore we expensed all $10 million of third-party costs, to Other, Net in our consolidated statements of operations for the year ended December 31, 2024 and were included in cash flow from operations as paid.

The 2024 Term Loan B-1 and 2024 Term Loan B-2 mature on November 15, 2029.

They offer us the ability to prepay or repay with a 1.0% call premium on or prior to the six-month anniversary of the amendment effective date, or without a call premium thereafter.

The 2024 Term Loans bear interest at Term SOFR, plus an applicable margin of 600 basis points, or at base rate, plus an applicable margin of 500 basis points.

The term SOFR for the 2024 Term Loans is subject to a floor of 0.50% per annum and the base rate is subject to a floor of 1.50% per annum.

Except for the extended maturity and new pricing terms, the 2024 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests.

Senior Secured Notes

On November 25, 2024, Sabre GLBL exchanged approximately $246 million in principal amount of our 8.625% senior secured notes due 2027 (the “June 2027 Notes”) and approximately $509 million in principal amount of our 11.250% senior secured notes due December 2027 (the “December 2027 Notes”) for approximately $800 million of new 10.750% senior secured notes due November 2029 (the “November 2029 Notes”) (the “Initial November 2024 Exchange Transactions”).

Shortly thereafter, on November 27, 2024, Sabre GLBL issued an additional approximately $25 million in aggregate principal amount of November 2029 Notes in exchange for approximately $21 million of 9.250% senior secured notes due 2025 (the “April 2025 Notes”) and approximately $4 million of our 7.375% senior secured notes due 2025 (the “September 2025 Notes”) (together with the Initial November 2024 Exchange Transactions, the “November 2024 Exchange Transactions”).

Other than the issuance date and issue price, these additional November 2029 notes have the same terms, form a single series with, and are fungible with the November 2029 Notes described above.

The November 2029 Notes bear interest at a rate of 10.750% per annum, and interest payments are due semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2025.

The November 2029 Notes mature on November 15, 2029.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the exchange other than $45 million of early exchange consideration on the November 2029 Notes, which was recorded as a discount.

We incurred $11 million in fees, along with $31 million in accrued and unpaid interest, of which $10 million and $31 million were paid in cash, respectively, during the year ending December 31, 2024 , and the remaining $1 million of third-party fees has been paid as of March 31, 2025.

We determined that the November 2024 Exchange Transactions, including the impact of the early exchange consideration, represent a debt modification and therefore, expensed $11 million of debt modification costs in Other, net in our consolidated statements of operations for the year ended December 31, 2024 and included in cash flow from operations as paid.

The November 2029 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facilities governed by the Amended and Restated Credit Agreement.

On March 7, 2024, Sabre GLBL exchanged approximately $36 million of the September 2025 Notes and approximately $7 million of the April 2025 Notes for approximately $50 million aggregate principal amount of additional June 2027 Notes (the "March 2024 Senior Secured Exchange Transaction").

No additional indebtedness was incurred as a result of the March 2024 Senior Secured Exchange Transaction, other than amounts covering exchange fees of approximately $7 million.

Other than the issuance date and issue price, these additional June 2027 Notes have the same terms, form a single series with, and are fungible with the June 2027 Notes issued in September 2023.

We incurred additional fees of approximately $1 million, which were funded with cash on hand.

We determined that the March 2024 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the nine months ended September 30, 2024 of approximately $7 million, primarily consisting of exchange fees related to the June 2027 Notes.

We determined that the March 2024 Senior Secured Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the three months ended March 31, 2024 of approximately $7 million, primarily consisting of exchange fees related to the June 2027 Notes.

The April 2025 Notes matured, and were repaid in full, on April 15, 2025.

Exchangeable Notes

On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of its outstanding 2025 Exchangeable Notes for $150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32% senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $30 million of cash.

On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of our outstanding 4.000% senior exchangeable notes due 2025 (the “ 2025 Exchangeable Notes”) for $150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32% senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $30 million of cash (the "March 2024 Exchangeable Notes Exchange Transaction").

We incurred additional fees of approximately $5 million in associated fees and expenses plus $3 million of accrued and unpaid interest, all of which were funded with cash on hand.

We determined that the exchange transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $31 million.

We determined that the March 2024 Exchangeable Notes Exchange Transaction , including the impact of the exchange fees, represents a debt extinguishment and therefore

recognized a loss on extinguishment of debt of $31 million.

We did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged.

The 2026 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1 2024, and mature on August 1, 2026, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the 2026 Exchangeable Notes (the "2026 Exchangeable Notes Indenture" and together with the 2025 Exchangeable Notes Indenture, the "Exchangeable Indentures" ).

As of September 30, 2024 , we have $150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

As of March 31, 2025 , we have $150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

The 2025 Exchangeable Notes matured on April 15, 2025, and were settled with cash .

Securitization Facility

On February 14, 2023, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity (“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (as amended from time to time the “Securitization Facility”) of up to $200 million with PNC Bank, N.A.

On March 29, 2024, Sabre Securitization increased the overall size of its existing Securitization Facility from $200 million to $235 million by issuing a $120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $115 million (such tranche, the "AR Facility").

On March 29, 2024, Sabre Securitization increased the overall size of the existing Securitization Facility from $200 million to $235 million by issuing a $120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $115 million (such tranche, the "AR Facility").

In connection with the issuance of the FILO Facility, the maturity date of the Securitization Facility was extended to March 29, 2027 and the springing maturity date thereunder was terminated.

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The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves.

As of September 30, 2024 , we had $207 million outstanding under the Securitization Facility, consisting of $87 million under the AR Facility and $120 million outstanding under the FILO Facility.

The Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50% payable, at our election, in cash, shares of our common stock or a combination of cash and shares of our common stock.

We accrued $4 million and $14 million of preferred stock dividends in our consolidated results of operations for the three and nine months ended September 30, 2023.

During the three and nine months ended September 30, 2023, we paid cash dividends on our preferred stock of $5 million and $16 million.

On September 1, 2023, the mandatory conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock.

Stock and Stockholders' Equity for further details.

As of March 31, 2025 , we had $221 million outstanding under the Securitization Facility, consisting of $101 million under the AR Facility and $120 million outstanding under the FILO Facility.

Share Repurchase Program

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Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions.

During the nine months ended September 30, 2024, we did not repurchase any shares pursuant to the Share Repurchase Program.

On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with the cash management measures we undertook as a result of the market conditions caused by COVID-19.

As of September 30, 2024, the Share Repurchase Program remains suspended and approximately $287 million remains authorized for repurchases.

During the three months ended March 31, 2025, we did not repurchase any shares pursuant to the Share Repurchase Program.

As of March 31, 2025, the Share Repurchase Program remains suspended and approximately $287 million remains authorized for repurchases.

In addition, the terms of certain of the agreements governing our indebtedness contain covenants that, among other things, limit our ability to repurchase our common stock.

See “Risk Factors—The terms of our debt covenants could limit our discretion in operating our business and any failure to comply with such covenants could result in the default of all of our debt.”

Senior Secured Credit Facilities

As of September 30, 2024, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Nine Months Ended September 30,

Three Months Ended March 31,

(Amounts in thousands)

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Cash used in investing activities (8,250) (27,676)

Cash provided by (used in) financing activities 46,049 (72,518)

Cash used in discontinued operations — (148)

Cash provided by financing activities 13,208 77,908

Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,295 (1,212)

Increase (decrease) in cash, cash equivalents and restricted cash $ 20,557 $ (193,283)

Decrease in cash, cash equivalents and restricted cash $ (73,350) $ (19,070)

Operating Activities

Cash used in operating activities totaled $12 million for the nine months ended September 30, 2024.

The $28 million increase in operating cash flow from the same period in the prior year was primarily due to revenue growth from an increase in volume and favorable rate impacts from travel supplier mix, as well as the impacts of our cost reduction plans and technology transformation efforts, which have improved our profitability and cash, a $14 million decrease in interest payments related to our debt, primarily due to the deferral of paid-in-kind interest and a $30 million decrease in severance payments made in connection with our cost reduction plan.

These changes were partially offset by payments of $17 million associated primarily with employee retention plans.

Cash used in operating activities totaled $81 million for the three months ended March 31, 2025.

The $13 million decrease in operating cash flow from the same period in the prior year was primarily due to a decrease in revenue from a decline in volume and impacts of customer de-migrations and a contribution of $10 million to our defined benefit pension plan, partially offset by a $3 million decrease in interest payments in connection with our debt.

Investing Activities

For the nine months ended September 30, 2024, we used $68 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems, partially offset by proceeds received from the sale of investment in securities of $55 million.

For the nine months ended September 30, 2023, we used $69 million of cash for capital expenditures primarily related to software developed for internal use and $12 million for acquisition-related activity.

For the three months ended March 31, 2025, we used $18 million of cash for capital expenditures primarily related to software developed for internal use, partially offset by the proceeds received from the sale of assets of $10 million.

For the three months ended March 31, 2024, we used $28 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems.

Financing Activities

For the nine months ended September 30, 2024, financing activities provided $46 million.

For the three months ended March 31, 2025, financing activities provided $13 million.

Significant highlights of our financing activities include:

• net proceeds of $19 million on borrowings on our AR Facility;

• payments of $3 million on our 2021 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2;

• net payments of $2 million from the settlement of employee stock awards.

For the three months ended March 31, 2024, financing activities provided $78 million.

Significant highlights of our financing activities include:

• proceeds of $150 million from the issuance of the 2026 Exchangeable Notes ;

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• payment of $36 million on our September 2025 Notes and $7 million on our April 2025 Notes;

• net payment of $23 million on borrowings on our AR Facility;

• net payments of $7 million from the settlement of employee stock-option awards.

For the nine months ended September 30, 2023, we used $73 million of cash for financing activities.

Significant highlights of our financing activities include:

• proceeds of $853 million from the issuance of our June 2027 Notes;

• payment of $787 million on our September 2025 Notes and $66 million on our April 2025 Notes;

• proceeds of $677 million from the issuance of the Senior Secured Term Loan Due 2028;

• payment of $665 million on our 9.25% senior secured notes due 2025, 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2;

• payment of $159 million for debt discount and issuance costs;

• net proceeds of $2 million from borrowings on our AR Facility;

• payment of $55 million on our term loans under the Amended and Restated Credit Agreement, $48 million of which is a prepayment from the sale of our AirCentre portfolio in 2022;

• proceeds of $16 million from the sale of our common shares of the direct parent of Conferma;

• payment of $16 million in dividends on our then outstanding preferred stock;

• net payments of $5 million from the settlement of employee stock-option awards.

• net payments of $2 million from the settlement of employee stock awards.

Contractual Obligations

There were no material changes to our future minimum contractual obligations since December 31, 2023 as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 15, 2024, other than impacts of the March 2024 Exchange Transaction, 2026 Exchangeable Notes, and the Securitization Facility.

We had no off balance sheet arrangements during the nine months ended September 30, 2024 and year ended December 31, 2023.

There were no material changes to our future minimum contractual obligations since December 31, 2024, as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 20, 2025, other than a multi-year agreement we entered into in the first quarter of 2025 with a digital services and solutions provider, with an aggregate obligation to the provider of approximately $1.6 billion, with $21 million due within the next 12 months .

We had no off balance sheet arrangements during the three months ended March 31, 2025 and year ended December 31, 2024.

Recent Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis